Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2026
_________________________________________
CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
_________________________________________
Delaware
001-31400
54-1345888
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
11487 Sunset Hills Road
Reston, Virginia
20190
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (703) 841-7800
12021 Sunset Hills Road
Reston, Virginia20190
(Former Name or Former Address, if Changed Since Last Report)
_________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
CACI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on October 15, 2026.
The results detailed below represent the final voting results:
Proposal 1
The following ten nominees were elected to the Board of Directors of the Company:
Director Name
For
Against
Abstain
Broker Non-Votes
Lisa S. Disbrow
17,892,695
687,511
8,265
1,562,575
Michael Gilday
18,515,621
62,784
10,066
1,562,575
Susan M. Gordon
18,440,730
135,887
11,854
1,562,575
David F. Keffer
18,559,292
19,233
9,946
1,562,575
John S. Mengucci
18,431,505
44,167
112,799
1,562,575
Scott C. Morrison
18,441,475
137,854
9,142
1,562,575
Philip O. Nolan
18,188,545
390,780
9,146
1,562,575
Debora A. Plunkett
17,235,126
1,342,946
10,399
1,562,575
Stanton D. Sloane
18,410,915
168,602
8,954
1,562,575
Charles L. Szews
18,512,847
66,119
9,505
1,562,575
Proposal 2
Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2026 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:
For
Against
Abstain
Broker Non-Votes
17,309,703
1,240,939
37,829
1,562,575
Proposal 3
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027:
For
Against
Abstain
20,008,303
130,325
12,418
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CACI International Inc
Date: October 21, 2026
By:
/s/ J. William Koegel, Jr.
J. William Koegel, Jr.
Executive Vice President, General Counsel and Secretary